UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

~~[X]~~

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2021~~2022

~~[ ]~~

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission file number: ~~333-239640~~000-56453

~~BIO LAB NATURALS,~~

LIMITLESS X HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		~~84-2288662~~ 81-1034163
(State of Incorporation)		(IRS Employer ID Number)

9454 Wilshire Blvd. #300, Beverly Hills, CA 90212

(Address of Principal Executive Offices)

(855) 413-7030

(Registrant’s Telephone number)

7400 E. Crestline Circle, Suite 130, Greenwood Village, CO80111

~~(Address of principal executive offices)~~

(720) 273-0433

~~(Registrant’s Telephone number)~~

__________________________________

(Former Address and Telephone Number phone of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
~~N/A~~	~~N/A~~	N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes~~[X]~~

☒

No~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes~~[X]~~

☒

No~~[ ]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	~~[ ]~~ ☐	Accelerated filer	~~[ ]~~ ☐
Non-accelerated filer	~~[X]~~ ☒	Smaller reporting company	~~[X]~~☒
		Emerging growth company	~~[X]~~ ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐

~~[ ]~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes~~[ ]~~

☐

No~~[X]~~☒

Indicate the number of ~~share~~shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~July 30, 2021,~~August 12, 2022, there were ~~10,803,504~~108,893,460 shares of the registrant’s common stock, $0.0001 par value, issued and outstanding, not including shares reserved for conversion of notes.

~~Bio Lab Naturals, Inc. and Subsidiary~~UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

June 30,
December 31,
Assets
2021
2020
Current assets
(Unaudited)
(Audited)
Cash
$
35,089
$
69,065
Due from other
4,850
0—
Net property on operating lease
112,895
0—
Deposits
0—
10,000
Total current assets
152,834
79,065
Equipment
Equipment, net of accumulated depreciation, $13,563 and
$35,291, respectively
72,405
167,672

Total assets
$
225,239
$
246,737

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities
$
75,196
$
17,126
Deferred revenue
9,000
0—
Note payable
35,000
0—
Note payable, related party
30,000
0—
Total current liabilities
149,196
17,126
Total liabilities
149,196
17,126

Commitments and Contingencies
0—
0—

Stockholders' Equity
Preferred shares, $0.0001 par value, 5,000,000 shares authorized;
Class A Convertible, deemed par value $0.04 per share; 500,000
shares issued and outstanding at June 30, 2021 and
December 31, 2020
50
50
Common shares, $0.0001 par value, 200,000,000 shares authorized;
10,803,504 and 10,753,504 shares issued and outstanding,
respectively at June 30, 2021 and December 31, 2020
1,080
1,075
Additional paid in capital
35,749,833
35,672,338
Retained (deficit)
(35,674,920
)
(35,443,852
)
Total stockholders' equity
76,043
229,611

Total liabilities and stockholders' equity
$
225,239
$
246,737

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of ~~Contents~~these unaudited condensed consolidated financial statements.

Three Months Ended June 30,
2021
2020
Revenues
Sales
$
125,870
$
0—
Rentals
29,000
0—
Total revenues
154,870
0—

Cost of sales
Purchases
113,335
0—
Cost of sales - other
4,916
4,664
Depreciation - rental
2,895
0—
Depreciation
3,760
8,449
Total cost of sales
124,906
13,113

Gross profit
29,964
(13,113
)

Operating expenses
Consulting fees, related party
92,500
12,500
General and administrative expenses - other
4,870
6,244
Professional fees
23,008
16,237
Total operating expenses
120,378
34,981

Loss from operations
(90,414
)
(48,094
)

Other (expense)
Interest expense, related party
(745
)
0—
Interest expense
(869
)
(251
)
Total other (expense)
(1,614
)
(251
)

Loss before income taxes
(92,028
)
(48,345
)

Income taxes
0—
0—

Net loss
$
(92,028
)
$
(48,345
)

Net loss per common share - basic and diluted
0*
0*

Weighted average number of common shares
10,778,229
8,936,186

* Net loss is less than $0.01 per share.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~Consolidated Statements of Operations~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,
2021
2020
Revenues
Sales
$
125,870
$
0—
Rental
29,000
0—
Total revenues
154,870
0—

Cost of sales
Purchases
113,335
0—
Cost of sales - other
14,029
11,058
Depreciation - rental
2,895
0—
Depreciation
7,520
16,898
Total cost of sales
137,779
27,956

Gross profit
17,091
(27,956
)

Operating expenses
Consulting fees, related party
97,500
39,500
Consulting fees
0—
10,500
General and administrative expenses - other
11,248
16,379
Professional fees
64,198
57,015
Total operating expenses
172,946
123,394

Loss from operations
(155,855
)
(151,350
)

Other (expense)
Interest expense, related party
(1,000
)
0—
Interest expense
(1,167
)
(251
)
(Loss) on disposal of assets
(73,046
)
0—
Total other (expense)
(75,213
)
(251
)

Loss before income taxes
(231,068
)
(151,601
)

Income taxes
0—
0—

Net loss
$
(231,068
)
$
(151,601
)

Net loss per common share - basic and diluted
$
(0.02
)
$
(0.02
)

Weighted average number of common shares
10,765,935
8,706,846

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Class A Convertible Preferred
$0.0001 Par Value
Common Shares
$0.0001 Par Value
Additional
Paid-in
Accumulated
Total
Stockholders'
Shares
Amount
Shares
Amount
Capital
(Deficit)
Equity
BALANCES, December 31, 2020
500,000
$
50
10,753,504
$
1,075
$
35,672,338
$
(35,443,852
)
$
229,611
Issuance of shares for services
—
—
50,000
5
77,495
—
77,500
Net loss for the period
—
—
—
—
—
(231,068
)
(231,068
)
BALANCES, June 30, 2021
500,000
$
50
10,803,504
$
1,080
$
35,749,833
$
(35,674,920
)
$
76,043

Six Months Ended June 30,
2021
2020
OPERATING ACTIVITIES
Net loss
$
(231,068
)
$
(151,601
)
Adjustment to reconcile net loss to net cash flows used
in operating activities
Depreciation
7,520
16,898
Issuance of common shares for services
77,500
12,500
Loss on disposition of asset
73,046
0—
Changes in:
Accounts receivable - net
0—
13,000
Deposits
10,000
(15,000
)
Accounts payable and accrued liabilities
58,070
307
Net cash (used in) operating activities
(2,037
)
(123,896
)

INVESTING ACTIVITIES
Acquisition of property on operating lease
(115,789
)
0—
Proceeds from disposition of asset
9,850
0—
Net cash provided by investing activities
(105,939
)
0—

FINANCING ACTIVITIES
Funds from sales of common shares
0—
262,000
Funds from over subscription
0—
1,125
Funds from deferred revenue
9,000
0—
Funds from deposits
0—
6,250
Funds from loan, net of repayment
35,000
0—
Funds from loan related party, net of repayment
30,000
10,930
Net cash provided by financing activities
74,000
280,305

Net (decrease) in cash
(33,976
)
156,409
Cash at beginning of period
69,065
69,527
Cash at end of period
$
35,089
$
225,936

Supplemental Schedule of Cash Flow Information:
Interest paid
$
2,167
$
0—
Income taxes paid
$
0—
$
0—

~~Notes to Consolidated Financial Statements~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Vyta Corp (the ~~“Company”~~“Vvta”) was incorporated in Nevada in June 1996. On August 20, 2010, itVvta changed its state of incorporation to Delaware and on November 5, 2010 it changed its name to Bio Lab Naturals, Inc. On August 20, 2010, the Company executed a redomicile merger with its wholly owned subsidiary Vyta Corp (Delaware), as result of the merger the Company’s corporate domicile moved from Nevada to Delaware.(“Bio Lab”).

~~Prior to 2011, the Company was involved in various business activities and since then the Company has been seeking a business opportunity.~~

Effective December 31, 2019, ~~the Company~~Bio Lab entered into a Reorganization Agreement with Prime Time Live, Inc. (“PTL”), a Colorado corporation, ~~(“PTL”),~~ whereby PTL merged with a newly formed wholly owned subsidiary of ~~the Company, and~~Bio Lab, with the subsidiary being the survivor, in exchange for the ~~Company~~Bio Lab issuing one share of its common stock for each share of PTL’s 5,500,000 issued and outstanding shares of common stock. As a result, PTL became a wholly owned subsidiary of Bio Lab.

As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2022, Bio Lab entered into a Share Exchange Agreement (the “Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “LimitlessX Acquisition”) on May 11, 2022 (the “Merger”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 97,000,000 shares to the LimitlessX shareholders (the “Closing”). According to the terms of the Agreement, Bio Lab is obligated to issue an additional 9,000,000 shares of common stock to the LimitlessX shareholders pro rata to their interests in approximately six months from Closing as part of the Limitless Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 shares of Bio Lab’s Class A Preferred Convertible Stock, which at all times have a number of votes equal to 60% of all the issued and outstanding shares of common stock of Bio Lab.

On June 10, 2022, Bio Lab changed its name to Limitless X Holdings, Inc. (“Limitless”).

The Merger was accounted for as a “reverse merger” following the completion of the transaction. For accounting purposes, LimitlessX was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Bio Lab. Accordingly, LimitlessX’s assets, liabilities, and results of operations became the historical financial statements of the registrant. No step-up in basis or intangible assets or goodwill was recorded in this transaction.

Limitless is a lifestyle brand, focused in the health and wellness industry. Limitless provides nutritional supplements, cutting edge wellness studies, and interactive training videos. The mission of Limitless is to provide businesses within its industry a turnkey solution to sell products both online and in retail stores. Limitless also provides its own groundbreaking products and wellness videos that fit nearly every person regardless of age or current health conditions. Limitless teams includes sales, marketing, user interface design (UI), user experience design (UX), fulfillment, customer support, labeling, product manufacturing, consulting, retailing, and payment processing, among others.

The accompanying consolidated financial statements include the accounts of ~~Bio Lab Naturals,~~Limitless X Holdings Inc. (a holding company) and its wholly owned ~~subsidiary.~~operating subsidiaries, Limitless X, Inc., and Prime Time Live, Inc. (collectively, the “Company”). All intercompany balances have been eliminated during consolidation.

Use of Estimates in the Preparation of Consolidated Condensed Financial Statements

The preparation of consolidated condensed financial statements in conformity with generally accepted accounting principles ~~in the United States~~(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~consolidated~~ financial ~~statements, and~~statements. Estimates also affect the reported amounts of ~~revenues~~revenue and expenses during the reporting ~~periods.~~period. Actual results could differ from those estimates. ~~Significant estimates include the fair value of assets and liabilities, income taxes and the valuation allowances related to accounts receivable, deferred tax assets and contingencies.~~

The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”).

The Company offers its services to a small number of clients. This risk of non-payment by these clients is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its clients.

Accounts receivable, net consists primarily of trade receivables, net of allowances for doubtful accounts. The Company sells its products for cash or on credit terms, which are established in accordance with local and industry practices and typically require payment within 30 days of delivery. The Company estimates its allowance for doubtful accounts and the related expected credit loss based upon the Company’s historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts. Accounts receivables are written off when determined to be uncollectible. The Company did not require and did not have an allowance for doubtful accounts.

The Company ~~records accounts receivable~~uses a third-party payment processor for its customers. When such customers make a purchase, payments are delivered directly to the third-party payment processor and the net amount is distributed to the Company.

Distributions from the third-party payment processor are based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount, and so on. In order to mitigate processing risks, there are policies regarding reserve requirements and payment in arrears in place.

The total holdback receivables balance reflects the 10% reserve on gross sales and additional reserves by the third-party processor for additional returns and chargebacks.

Inventories are valued at the lower of cost or net realizable ~~value. This~~ value ~~includes an appropriate allowance~~on a first-in, first-out basis, adjusted for ~~uncollectible accounts~~the value of inventory that is determined to ~~reflect any loss anticipated on the accounts receivable balances~~be excess, obsolete, expired, or unsaleable. Inventories primarily consisted of finished goods.

Advertising and marketing costs are charged to other income (expense) in the statements of operations. Management calculates this allowance based on its history of write-offs, the level of past-due accounts based on the contractual terms of the receivables,expense as incurred. Advertising and ~~the Company’s relationships with,~~marketing costs were approximately $12,012,857 and ~~the economic status of, its clients. At June 30, 2021 and December 31, 2020, there are no allowance~~$17,256,535 for ~~uncollectible accounts.~~

~~The Company follows the provisions of Accounting Standards Update (“ASU”) 2016-02,~~ ~~Leases (Topic 842), and incremental direct costs directly related to lease origination activity are expensed.~~

New lease transactions can be structured as direct financing leases that are non-cancelable "net" leases, contain "hell-or-high-water" provisions under which the lessee must make all lease payments regardless of any defects in the property, and which require the lessee to maintain, service and insure the property against casualty loss and pay all property, sales and other taxes. The re-lease of property that has come off lease may be accounted for as a sales-type lease or as an operating lease, depending on the terms of the re-lease. Leased property that comes off lease and is re-marketed through a sale to the lessee or a third party is accounted for as sale of leased property.

For leases that qualify as direct financing leases, the aggregate lease payments receivable and estimated residual value, if any, are recorded net of unearned income as net investment in leases. The unearned income is recognized as direct finance income on an internal rate of return method calculated to achieve a level yield on the Company’s investment over the lease term. There are no costs or expenses related to direct financing leases since lease income is recorded on a net basis.

For leases that qualify as sales-type leases, the Company recognizes profit or loss at lease inception to the extent the fair value of the property leased differs from the Company's carrying value. The difference between the discounted value of the aggregate lease payments receivable and the property cost, less the discounted value of the residual, if any, and any initial direct costs is recorded as sales-type lease income. For balance sheet purposes, the aggregate lease payments receivable and estimated residual value, if any, are recorded net of unearned income as net investment in leases. Unearned income is recognized as direct finance income over the lease term on an internal rate of return method.

The residual value is an estimate for accounting purposes of the fair value of the lease property at lease termination. The estimates are reviewed periodically to ensure reasonableness, however, the amounts the Company may ultimately realize could differ from the estimated amounts.

~~The Company has no leases that qualify as capital leases at and during~~ the three and six months ended June 30, ~~2021.~~2022 and are included in operating expenses in the accompanying statement of income.

Lease contracts which do not meet the criteria of capital leases are accounted for as operating leases. Property on operating leases is recorded at the lower of cost or fair value and depreciated on a straight-line basis over the estimated useful life of the property. Rental income is recorded on a straight-line basis over the lease term. See Note 5 – Leases.

Equipment is recorded at cost and consists of screen video and related equipment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of equipment is over the estimated useful life of five to ten years using the straight-line method for consolidated financial statement purposes. ~~At June 30, 2021 and December 31, 2020, there were capitalized costs of $72,405 and $ $167,672, respectively.~~

Depreciation expense for the three ~~months ended June 30, 2021~~ and ~~2020 was $3,760 and $8,449, respectively and for the~~ six months ended June 30, ~~2021~~2022 was $3,613 and ~~2020 was $7,520 and $16,898,~~$3,613, respectively.

During the six months ended June 30, ~~2021,~~2022, the Company ~~sold a used screen for $14,700 and as a result~~ reported a loss of $16,497 and a gain of $28,397 on the ~~disposition~~disposal of ~~asset~~assets.

Company recognizes revenue when performance obligations under the terms of a contract with its customer are satisfied. The Company has determined that fulfilling and delivering products is a single performance obligation. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products. This generally occurs when the product is delivered to or picked up by the customer based on applicable shipping terms, which is typically within 15 days. Revenue is measured as the amount of ~~$73,046.~~consideration expected to be received in exchange for fulfilled product orders,

While customers generally have a right to return defective or non-conforming products, past experience has demonstrated that product returns have been immaterial. Customer remedies for defective or non-conforming products may include a refund or exchange. As a result, the right of return is estimated and recorded as a reduction in revenue at the time of sale, if necessary.

The Company’s customer contracts identify product quantity, price, and payment terms. Payment terms are granted consistent with industry standards. Although some payment terms may be more extended, the majority of the Company’s payment terms are less than 30 days. As a result, revenue is not adjusted for the effects of a significant financing component. Amounts billed and due from customers are classified as Accounts Receivables on the Balance Sheet.

The Company ~~follows~~utilizes third-party contract manufacturers for the ~~provisions~~manufacture of ~~ASU No. 2014 - 09,~~ its products. The Company has evaluated whether it is the principal or agent in these relationships. The Company has determined that it is the principal in all cases, as it retains the responsibility for fulfillment and risk of loss, as well as for establishing the price.

In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, ~~(Topic 606),~~ using the full retrospective transition method. The Company’s adoption of ASU 2014 - 09 did not have a material impact on the amount and timing of revenue recognized in its consolidated financial statements.

~~Under ASU 2014 - 09,~~ the Company ~~recognizes revenue when control~~has elected the practical expedient to expense the incremental costs to obtain a contract, because the amortization period would be less than one year, and the practical expedient for shipping and handling costs. Shipping and handling costs incurred to deliver products to customers are accounted for as fulfillment activities, rather than a promised service, and as such are included in Cost of Goods Sold in the ~~promised services~~Statements of Operations.

Cost of goods sold includes the cost of inventory sold during the period net of allowances, as well as, distribution, and, shipping and handling costs. The amount shown is ~~transferred~~net of various rebates from third-party vendors in the form of payments.

If customers are not satisfied for any reason, they may request a full refund, processed to ~~clients, in an amount that reflects~~ the ~~consideration~~original form of payment, within 30 days from the order date. If the order has already been shipped, the Company ~~expects to be entitled to in exchange for those services.~~charges a 20% restocking fee.

As of June 30, 2022 and December 31, 2021, refunds payable were $316,462 and $207,599, respectively.

Once customers successfully dispute chargebacks with the rendering of entertainment rental services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its contracts:

~~Allocate the transaction price to performance obligations in the contract; and~~

~~In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC,~~payment processor, the Company ~~assesses~~returns such funds to the ~~recoverability~~payment processor to return to the customer.

As of the carrying value of its long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.June 30, 2022 and December 31, 2021, chargebacks payable were $205,874 and $100,350, respectively.

The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period.

The ~~Company uses the liability method of~~ accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets and liabilities are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.

~~The Company's deferred income taxes include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based~~standard on ~~the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.~~

~~The Company has adopted ASC guidance regarding~~ accounting for uncertainty in income ~~taxes. This~~taxes addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under that guidance, ~~clarifies~~ the ~~accounting for income taxes by prescribing~~Company may recognize the ~~minimum recognition threshold~~tax benefit from an

~~income~~ uncertain tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whetheronly if it is more likely than not that the ~~income~~ tax position will be sustained on examination by taxing authorities based ~~upon~~on the technical merits ~~upon examination by~~of the ~~taxing authorities. If the income~~position. The tax ~~position is expected to meet the more likely than not criteria, the benefit recorded~~benefits recognized in the ~~consolidated~~ financial statements ~~equals~~from such a position are measured based on the largest ~~amount~~benefit that ishas a greater than 50% ~~likely to be~~likelihood of being realized upon ~~its~~ ultimate settlement. ~~At June 30, 2021 and December 31, 2020, there were no uncertain tax positions that required accrual.~~

In accordance with ~~generally accepted accounting principles,~~GAAP, goodwill cannot be amortized, however, it must be tested annually for impairment. This impairment test is calculated at the reporting unit level. The goodwill impairment test has two steps. The first identifies potential impairments by comparing the fair value of a reporting unit with its book value, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied goodwill is less than the carrying amount, a write-down is recorded. Management tests goodwill each year for impairment, or when facts or circumstances indicate impairment has occurred. See Note 4 – Fair Value Measurements.

The Company calculates earnings per share in accordance with Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic ~~net loss~~earnings per ~~common~~ share ~~of stock is calculated by dividing net loss available to common stockholders by~~are computed using the ~~weighted-average~~weighted average number of ~~common~~ shares outstanding during ~~each period. Diluted net loss per common share is calculated by dividing net loss by~~ the ~~weighted-average number of~~fiscal year. The Company did not have any dilutive common shares ~~outstanding, including the effect of other dilutive securities. The Company’s had no potentially dilutive securities issued as of and during~~for the three and six months ended June 30, ~~2021 and 2020.~~2022.

The Company recognizes compensation cost for equity-based awards based on estimated fair value of the award and records capitalized cost or compensation expense over the requisite service period.

Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits, and monitoring procedures. The Company routinely assesses the financial strength of its ~~ongoing business,~~customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for un-collectible accounts and, as a consequence, believes that its accounts receivable related credit risk exposure beyond such allowance is limited.

In accordance with ASC 842, Leases, the Company ~~has not participated~~determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (SPEs), which would have been establishedexchange for ~~the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.~~consideration. For ~~the period through June 30, 2021,~~identified leases, the Company ~~has not been involved~~determines whether it should be classified as an operating or finance lease. Operating leases are recorded in ~~any unconsolidated SPE transactions.~~

~~The Company evaluates events and transactions after~~ the balance sheet ~~date but before~~as: right-of-use asset (“ROU asset”) and operating lease liability. ROU asset represents the ~~consolidated financial statements are issued.~~

~~The~~ Company’s ~~consolidated financial statements~~right to use an underlying asset for the ~~six months ended June 30, 2021 have been prepared on a going concern basis, which contemplates~~lease term and lease liability represents the ~~realization of~~Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the settlement of liabilities in the normal course of business. The Company reported a net loss for the three and six months ended June 30, 2021 of $92,028 and $231,068, respectively and an accumulated deficit of $35,674,920 at June 30, 2021.

~~The Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern within one year after the~~commencement date of the ~~issuance~~lease and measured based on the present value of ~~these consolidated financial statements.~~lease payments over the lease term. The ~~future success of~~ROU asset also includes deferred rent liabilities. The Company’s lease arrangement generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is dependent on its ability to attract additional capital and ultimately, upon its ability to develop future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, orreasonably certain that it will ~~attain positive cash flow from operations. However, management believes~~exercise that ~~actions presently being taken~~option in the measurement of its ROU asset and liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company has a lease agreement with lease and non-lease components, which are accounted for as a single lease component.

In December 2019, FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends existing guidance related to ~~raise additional capital as more fully disclosed in these consolidated~~the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the effects adoption of this guidance will have on the financial statements ~~provides~~and does not expect that the ~~opportunity for the Company~~adoption of this ASU will be material to ~~continue as a going concern.~~its financial statements.

The Company ~~applies the authoritative guidance applicable to all~~utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities ~~required to be~~ measured ~~and reported~~ on a ~~fair~~recurring basis. Fair value ~~basis,~~is defined as ~~well as to non-financial assets and liabilities measured at fair value on a non-recurring basis, including impairments of long-lived assets. The fair value of an asset~~the exit price, or ~~liability is~~ the amount that would be received to sell an asset or paid to transfer a liability ~~(an exit price)~~ in an orderly transaction between market participants atas of the measurement date. The ~~Company~~guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when ~~measuring fair value.~~available. Observable inputs are inputs ~~that~~ market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable ~~input~~inputs are inputs that reflect the Company’s assumptions ~~of what~~about the factors market participants would use in valuing the asset or ~~liability based on~~liability. The guidance establishes three levels of inputs that may be used to measure fair value:

The Company’s financial instruments consisted of cash, operating lease right-of-use assets, net, accounts payable and accrued expenses, notes payables, and operating lease liabilities. The estimated fair value of cash, operating lease right-of-use assets, net, and operating lease liabilities approximate its carrying amount due to the ~~information available in the circumstances.~~short maturity of these instruments.

Operating lease ROU assets and liabilities are ~~classified within~~recognized at commencement date based on the ~~valuation hierarchy based upon~~present value of lease payments over the ~~lowest level~~lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of ~~input that~~interest in arrangements is ~~significant to~~not readily determinable and the ~~fair~~Company utilizes its incremental borrowing rate in determining the present value ~~measurement.~~of lease payments. The Company’s ~~policy~~incremental borrowing rate is ~~to recognize transfers~~a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in ~~and out of~~ the ~~fair value hierarchy as of the end of the reporting~~ period in which the ~~event~~obligation for those payments is incurred. Our lease terms may include options to extend or ~~change in circumstances caused~~terminate the ~~transfer.~~ lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company has ~~consistently applied~~lease agreements with lease and non-lease components. The Company has elected to account for these lease and non-lease components as a single lease component.

In accordance with ASC 842, the ~~valuation techniques discussed below~~components of lease expense were as follows:

In accordance with ASC 842, maturities of operating lease liabilities as of June 30, 2022 were as follows:

From time to time, the Company may be involved in ~~all periods presented. The hierarchy~~certain legal actions and claims arising in the normal course of business. Management is ~~organized into three levels based~~of the opinion that such matters will be resolved without material effect on the ~~reliability~~Company’s financial condition or results of ~~the inputs as follows:~~operations.

~~Level 1: Quoted prices in active markets for identical assets or liabilities; or~~

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs, quoted prices for identical or similar assets or liabilities in markets that are not active and model-derived valuations whose inputs or significant value drivers are observable; or

~~Level 3: Unobservable pricing inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.~~

The Company did not measure the financial or non-financial assets and liabilities at June 30, 2021 as there was no event or significant change within the valuation hierarchy during the six months ended June 30, 2021.

The ~~Company’s rental income consists~~following table provides future minimum payments as of the income derived from an operating lease on a semi-truck video screen unit commencing on April 5, 2021 for a period of twelve month at a total lease amount of $119,000 payable at the rate of $9,000 per month with an initial lease payment of $20,000. The lessee has the option to purchase the unit in the amount of $116,000 at the expiration of the lease. During the three and six months ended June 30, ~~2021, the Company recognized rental income in the amount of $29,000.~~2022:

At June 30, 2021, there were net property on operating lease capitalized costs of $112,895 and during the three and six months ended June 30, 2021, the Company recognized depreciation expense of $2,895.

On March 1, 2021, an individual loaned ~~the Company~~Prime Time Live, Inc. $35,000 in exchange for an unsecured promissory note that included interest at the rate of ~~ten percent (10%)~~10% per annum on the unpaid principal balance with ~~any~~all unpaid principal and interest due on or before March 1, 2022. The maturity date was extended to December 31, 2022. Interest is due and payable on the 1^stfirst day of each month. At June 30, ~~2021, the Company~~2022, Prime Time Live, Inc. owes ~~$30,000~~$35,000 in ~~principal.~~

On March 1, 2021, an affiliate of an officer of the Company, loaned the Company $30,000 in exchange for an unsecured promissory note that included interest at the rate of ten percent (10%) per annum on the unpaid principal balance with any unpaid principal and accrued interest ~~due on or before March 1, 2022. At~~of $292 and $292 for the three and six months ended June 30, ~~2021, the Company owes $30,000 in principal.~~2022.

At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there are a total of 500,000 shares of Class A Convertible shares of preferred stock (“Class A”) issued and outstanding. The Class A shares provide that when voting as a single class, the shares shall have the votes and the voting power at all times ~~to be~~of at least 60% of the voting power of the Company. Further, the holders of the Class A shares at their discretion and subject to a change of control ~~and to~~or listing of the ~~qualification by application to~~common stock of the Company on either ~~NASQAD~~the NASDAQ or NYSE ~~Emerging Markets,~~stock exchanges, can convert their one share of Class A into two shares of the ~~Company's~~Company’s common stock, subject to adjustment. In addition, the holder of the shares of Class A is entitled to a liquidation preference of the Company senior to all other securities of the Company.

The Company’s ~~capital~~common stock at June 30, ~~2021~~2022 consists of 200,000,000 authorized shares of $0.0001 par value common stock. At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there ~~were~~was a total of 10,803,504 ~~and 10,753,504~~ shares of common stock issued and ~~outstanding, respectively.~~outstanding.

As a result of reverse merger and LimitlessX being the ~~three months ended June 30, 2021,~~acquirer, the Company ~~issued 50,000 shares of~~retrospectively restated its common stock ~~in exchange for services valued at $77,500 or $1.55 per share. See~~ as if the transaction occurred beginning of the period. The following is the reconciliation of retrospectively restated common stock:

The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values.

Effective January 15, 2020, the ~~Company’s~~Company adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). Under the 2020 Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase price, conditions and other terms of each

award are determined by the Board of Directors, except that the term of the options shall not exceed 10ten years. A total of ~~2 million~~2,000,000 shares of the ~~Company's~~Company’s common stock ~~are subject to~~is reserved for the 2020 Stock Incentive Plan. The shares issued for the 2020 Stock Incentive Plan may be either treasury or authorized and unissued shares. During the six months ended June 30, 2022 and 2021, the Company granted no options under the 2020 Stock Incentive Plan.

During the three and six months ended June 30, 2020, the Company repaid an affiliate of one of its officers $10,000 toward an unsecured convertible promissory note by issuing 80,000 shares of its common stock values at $0.125 per share and at June 30, 2020, owed $4,200 on the debt.

~~During the three months ended June 30, 2020, the Company repaid an affiliate of one of its officers $200 and at June 30, 2020, the Company owed affiliates of two of its officers $0.~~

~~During the three months ended June 30, 2021, the Company issued 50,000 shares of its common stock to an officer/director in exchange for services valued at $77,500.~~

~~During the three months ended June 30, 2020, the Company issued 100,000 shares of its common stock to two of its board members in exchange for services valued at $12,500.~~

~~During the three months ended June 30, 2021,~~2022, the Company incurred consulting fees in the ~~total~~ amount of ~~$15,000~~$17,500 and $32,500 to an officer and an ~~affiliate~~officer of one of its ~~officers.~~affiliates.

Limitless Performance Inc. (“LPI”), SMILZ INC. (“Smiles”), DIVATRIM INC. (“Divatrim”), and AMAROSE INC. (“Amarose”) are all companies owned by a shareholder of the Company.

Effective April 1, 2022, the Company shall pay all earned royalties to LPI, Smiles, Divatrim, and Amarose beginning on June 15, 2022. As of June 30, 2022, the royalty payable is in the amount of $232,121.

On December 6, 2021, Limitless X Inc. (“Limitless X”) executed the standard loan documents required for securing a loan of $50,000 from a shareholder. As of June 30, 2022 and December 31, 2021, the balance is $50,000 and $50,000, respectively.

Pursuant to that certain Loan Authorization and Agreement, Limitless X borrowed an aggregate principal amount of $50,000, with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $4,303 per month which includes principal and interest with an interest rate of 6%. The total balance of principal and interest of $51,640 is due on May 1, 2023.

On February 11, 2022, Limitless X executed standard loan documents required for securing a loan of $150,000 from a shareholder. As of June 30, 2022, the balance is $150,000.

Pursuant to that certain Loan Authorization and Agreement, Limitless X borrowed an aggregate principal amount of $150,000, with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $12,910 per month which includes principal and interest with an interest rate of 6%. The total balance of principal and interest of $154,920 is due on May 1, 2023.

On May 8, 2022, Limitless X executed standard loan documents required for securing a loan of $550,000 from a shareholder. As of June 30, 2022, the balance is $550,000.

Pursuant to that certain Loan Authorization and Agreement, Limitless X borrowed an aggregate principal amount of $550,000, with proceeds to be used for working capital purposes. Beginning on June 1, 2022, the loan requires a payment of $47,337 per month which includes principal and interest with an interest rate of 6%. The total balance of principal and interest of $568,038 is due on May 1, 2023.

On May 16, 2022, Limitless X executed standard loan documents required for securing a loan of $1,100,000 from a shareholder. As of June 30, 2022, the balance is $1,100,00.

Pursuant to that certain Loan Authorization and Agreement, Limitless X borrowed an aggregate principal amount of $1,100,000, with proceeds to be used for working capital purposes. Interest began accruing at the rate of 8.5% on June 17, 2022.

On May 8, 2022, Limitless X executed standard loan documents required for securing a loan of $450,000 from a shareholder. As of June 30, 2022, the balance is $550,000.

Pursuant to that certain Loan Authorization and Agreement, Limitless X borrowed an aggregate principal amount of $450,000, with proceeds to be used for working capital purposes. Interest began accruing at the rate of 8.5% on June 19, 2022.

On June 1, 2022, Limitless X executed standard loan documents required for securing a loan of $500,000 from a shareholder. As of June 30, 2022, the balance is $500,000.

Pursuant to that certain Loan Authorization and Agreement, Limitless X borrowed an aggregate principal amount of $500,000, with proceeds to be used for working capital purposes. Beginning on August 1, 2022, the loan requires a payment of $43,494 per month which includes principal and interest with an interest rate of 8%. The total balance of principal and interest of $521,931 is due on July 1, 2023.

On June 30, 2022, Limitless X executed standard loan documents required for securing a loan of $922,028 from a shareholder. As of June 30, 2022, the balance is $922,028.

Pursuant to that certain Loan Authorization and Agreement, Limitless X borrowed an aggregate principal amount of $922,028, with proceeds to be used for working capital purposes. Beginning on August 1, 2022, the loan requires a payment of $80,206 per month which includes principal and interest with an interest rate of 8%. The total balance of principal and interest of $962,469 is due on August 1, 2023.

On April 1, 2022, Limitless X executed standard loan documents required for securing a loan of $237,610 from Emblaze One, a company owned by a shareholder. As of June 30, 2022, the balance is $237,610.

Pursuant to that certain Loan Authorization and Agreement, Limitless X borrowed an aggregate principal amount of $237,610, with proceeds to be used for working capital purposes. Beginning on September 1, 2022, the loan requires a payment of $20,669 per month which includes principal and interest with an interest rate of 8%. The total balance of principal and interest of $248,032 is due on August 1, 2023.

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $12,500 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing at the rate of 10% on May 10, 2022.

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $20,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing at the rate of 10% on May 10, 2022.

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $5,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest began accruing at the rate of 10% on May 31, 2022.

On May 31, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 31, 2023. Interest will began accruing at the rate of 10% on May 31, 2022.

On May 10, 2022, a related party of the Company loaned Prime Time Live, Inc. $15,000 in exchange for a promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before May 10, 2023. Interest began accruing at the rate of 10% on May 10, 2022.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” ~~“will,~~ “expect,” “believe,” “anticipate,” “estimate,” “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances, and failure to successfully develop business relationships.

~~Based~~As previously reported on ~~our financial history since inception, our auditor has expressed substantial doubt~~a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2022, the registrant, Bio Lab Naturals, Inc. (“Bio Lab”), entered into a Share Exchange Agreement (the “Agreement”) with Limitless X, Inc., a Nevada corporation (“LimitlessX”), and its 11 shareholders (the “LimitlessX Acquisition”) on May 11, 2022 (the “Merger”). The parties completed and closed the LimitlessX Acquisition on May 20, 2022 by issuing an aggregate of 97,000,000 shares to the LimitlessX shareholders (the “Closing”). According to the terms of the Agreement, Bio Lab is obligated to issue an additional 9,000,000 shares of common stock to the LimitlessX shareholders pro rata to their interests in approximately six months from Closing as part of the Limitless Acquisition. Concurrently with the LimitlessX Acquisition, Jaspreet Mathur, the founder and principal shareholder of LimitlessX, also purchased from Helion Holdings LLC, 500,000 shares of Bio Lab’s Class A Preferred Convertible Stock, which at all times have a number of votes equal to ~~our ability~~60% of all the issued and outstanding shares of common stock of Bio Lab.

On June 10, 2022, Bio Lab changed its name to ~~continue~~Limitless X Holdings, Inc.

The Merger was accounted for as a ~~going concern. As reflected~~“reverse merger” following the completion of the transaction. For accounting purposes, LimitlessX was deemed to be the accounting acquirer in the ~~accompanying~~transaction and, consequently, the transaction was treated as a recapitalization of Bio Lab. Accordingly, LimitlessX’s assets, liabilities, and results of operations became the historical financial statements as of ~~June 30, 2021, we had an accumulated deficit totaling $(35,674,920). This raises substantial doubts about our ability to continue as a going concern.~~the registrant.

~~Our plan of operations for the next 12 months is as follows:~~RESULTS OF OPERATION

The Company has been continuing its business and due to the lessening impact of COVD-19 experienced increased revenues during the three months ended June 30, 2021. Also, management has now been able to reconnect with event services business relationships and the normal demand for the event services business. Therefore, the Company now expects, without any new or additional steps, additional revenues to be generated during the third quarter of 2021 and continued operational status.

For the Three Months Ended June 30, ~~2021~~2022 Compared to the Three Months Ended March 31, 2022

We were incorporated in the State of Nevada on September 27, 2021. Consequently, we did not have any activity for the six and three months ended June 30, ~~2020~~2021.

~~During~~Our sales increased by 60.8% to $5.0 million for the three months ended June 30, ~~2021 and 2020 we recognized total revenues of $154,870 and $0, respectively. The Company expects~~2022 as compared to ~~generate revenues in the third quarter of 2021 and~~$8.3 million for the ~~next 12 months. The~~three months ended March 31, 2022. Sales increase was due to increase in ~~revenues was the result of a twelve-month~~ operating ~~lease as well as the sale of a LED Video screen unit.~~activity and marketing.

Gross profit for the three months ended June 30, ~~2020~~2022 was ~~$29,964~~$8.7 million compared to ~~gross loss of ($13,113)~~$6.1 million for the ~~prior period.~~three months ended March 31, 2022. The increase in gross profit of ~~$43,077~~$2.6 million was due to an increase in ~~cost of sales of $111,793~~operating activity and ~~the related increase in revenues of 154,870.~~marketing.

During the three months ended June 30, ~~2021,~~2022, we recognized ~~$120,378~~$14.9 million in operating expenses compared to ~~$34,981~~$5.8 million for the ~~prior period.~~three months ended March 31, 2022. The increase of ~~$85,397~~$9.0 million was ~~due to an increase in consulting~~primarily from advertising and ~~professional fees of $86,771 as a result of the Company’s audits~~market and ~~filings with the OTC Markets and a decrease in general & administrative expense - other of $1,374 as the result of a decrease in filing fees.~~stock compensation for services.

~~For the Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020~~

During the six months ended June 30, 2021 and 2020 we recognized total revenues of $154,870 and $0, respectively. The increase in revenues of $154,870 was the result of a new operating lease as well as the sale of a LED Video screen unit.

Gross profit for the six months ended June 30, 2021 was $17,091 as compared to gross loss of ($27,956) for the prior period. The increase in gross profit of $45,047 was due to an increase in cost of sales of $109,823 and the related increase in revenues of 154,870.

During the six months ended June 30, 2021, we recognized $172,946 in operating expenses compared to $123,394 for the prior period. The increase of $49,552 was due to an increase in consulting and professional fees of $54,683 as a result of the Company’s audits, use of consultants and filings with the OTC Markets and a decrease in general & administrative expense - other of $5,131 as a result of a decrease in filing fees.

During the six months ended June 30, ~~2021, the Company~~2022, net cash used in operating activities was $4,349,511. The cash ~~flows from operational~~used in operating activities was primary due to net loss and timing of ~~$2,037 that was adjusted by non-cash items of: deprecation in the amount~~settlement of ~~$10,415, a loss on the disposition of asset in the amount of $73,046~~assets and ~~issuance of common shares for services in the amount of $77,500.~~liabilities including stock compensation expenses.

Net cash provided by investing activities for the six months ended June 30, 2022 was $28,397. During the six months ended June 30, ~~2021, the Company expended funds to acquire property on an operating lease in the amount of $115,789 as well as received~~2022, $28,397 was provided by proceeds from the ~~sale~~disposition of ~~its used screen in the amount of $9,850.~~an asset.

~~During~~Net cash provided by financing activities for the six months ended June 30, ~~2021, the Company borrowed funds in the~~2022 was $6,024,638. This amount was incurred by increased borrowings from related parties and shareholders and proceeds from issuance of ~~$65,000 and received deferred revenue on an operating lease in the amount of $9,000.~~common stock.

In order for us to continue as a going concern, we will need to obtain additional debt or equity financing and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

We have approximately $21,000 in cash as of July 26, 2021 and have incurred operating losses and limited cash flows from operations since inception. As of June 30, 2021, we had accumulated deficit of $(35,674,920) and we will require additional working capital to fund operations through 2021 and beyond. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements included in this Form 10-Q do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern. The audited financial statements included in the Company’s recent annual report on Form 10-K have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern.

Based on our financial history since inception, in their report on the financial statements for the period ended December 31, 2020, our independent registered public accounting firm has expressed substantial doubt as to

~~our ability to continue as a going concern. There is no assurance that any revenue will be realized in the future.~~

There can be no assurance that we will have adequate capital resources to fund planned operations or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.

On a short-term basis, we have not generated revenues sufficient to cover our growth-oriented operations plan. Based on prior history, we may continue to incur losses until such a time that our revenues are sufficient to cover our operating expenses and growth-oriented operations plan. As a result, we may need additional capital in the form of equity or loans, none of which is committed as of this filing.

~~We have only common stock as our capital resource, and our assets, including cash.~~

~~We have no material commitments for capital expenditures within the next year, however, as operations are expanded substantial capital will be needed to pay for expansion and working capital.~~

We have limited funds, and such funds may not be adequate to carry out our business plan in the event production industry. Our ultimate success depends upon our ability to raise additional capital. We are investigating the availability, sources, and terms that might govern the acquisition of additional capital.

We have no commitment at this time for additional capital. If we need additional capital, we have no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financed with our existing capital.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive ~~officer/~~officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Management has carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures. ~~Due to~~[Based on the ~~lack of personnel~~evaluation, our Chief Executive Officer and ~~outside directors, management~~

~~acknowledges~~President and Chief Financial Officer concluded that there are deficiencies in these controls and procedures. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficientour disclosure controls and ~~procedures.~~procedures [are operating effectively] [have certain deficiencies].

~~There were no~~We recently hired a new Chief Financial Officer and have new management. We anticipate that our management, including our Chief Financial Officer, and our independent registered public accounting firm, will discuss the status of our financial controls and procedures and determine what changes are necessary to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP. We anticipate that a number of changes in our ~~internal control over~~ financial ~~reporting (as defined~~controls and procedures will be made in ~~Rule 13a-15(f) or 15d-15(f)) during~~ the ~~quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.~~ensuing periods.

Our Current Report on Form 8-K, filed with the SEC, on May 26, 2022, describes important risk factors that could cause our business, financial condition, results of operations, and growth prospects to differ materially from those indicated or suggested by forward-looking statements made in this Quarterly Report on Form 10-Q or presented elsewhere by management from time to time. There have been no material changes ~~with respect to~~in the risk factors ~~previously disclosed~~that appear in ~~the Company’s~~our Current Report on Form ~~10-K for the year ended December 31, 2020, filed with the Securities~~8-K. Additional risks and ~~Exchange Commission on March 1, 2021.~~uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business.

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Page
	PART I1 – FINANCIAL INFORMATION

Item 1.	Financial Statements ~~(Unaudited)~~	2 1

	Unaudited Condensed Consolidated Balance Sheets~~– June 30, 2021 and December 31, 2020~~	2 1

	Unaudited Condensed Consolidated Statements of Operations~~– Three and Six months ended June 30, 2021 and 2020~~	3 2

	Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity~~– Six months ended June 30, 2021~~	5 3

	Unaudited Condensed Consolidated Statements of Cash Flows~~– Six months ended June 30, 2021 and 2020~~	6 4

~~Notes to the Financial Statements~~	7


	Notes to the Unaudited Condensed Consolidated Financial Statements	5

Item 2. 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415

Item 3. 3.	Quantitative and Qualitative Disclosures About Market Risk – ~~Not Applicable~~	16

Item 4. 4.	Controls and Procedures	16

	PART ~~II-~~II - OTHER INFORMATION

Item 1. 1.	Legal Proceedings – ~~Not Applicable~~	17

Item 1A. 1A.	Risk Factors	17

Item 2. 2.	Unregistered Sales of Equity Securities and Use of Proceeds – ~~Not Applicable~~	17

Item 3. 3.	Defaults Upon Senior Securities – ~~Not Applicable~~	17

Item 4. 4.	Mine Safety Disclosures – ~~Not Applicable~~	17

Item 5. 5.	Other Information – ~~Not Applicable~~	17

Item 6. 6.	Exhibits	18

	Signatures	19

	June 30, 2022			December 31, 2021

ASSETS

Current Assets:
Cash	$	1,782,380		$	78,856
Accounts receivables, net of allowance for doubtful accounts of $0 and $0, respectively		272,019			322,499
Holdback receivables		1,501,182			162,226
Prepaid		4,667			-
Inventories, net		1,949,055			1,875,146
Total current assets		5,509,303			2,438,727

Non-Current Assets:
Operating lease right-of-use asset, net		158,109			224,202
Equipment, net		34,329			-
Other assets		97,596			10,985
Total non-current assets		290,034			235,187

Total assets	$	5,799,337		$	2,673,914

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	1,545,144		$	215,176
Current portion of operating lease liabilities		136,245			132,200
Royalty payable		232,121			-
Refunds payable		316,462			207,599
Chargebacks payable		205,874			100,350
Income tax payable		22,906			22,906
Note payable		35,000			-
Current portion of loan payables to shareholder		3,520,000			28,802
Current portion of note payables to related parties		276,681			-

Total current liabilities		6,290,433			707,033
Loan payables to shareholder, less current portion		202,028			21,198
Note payables to related parties, less current portion		40,929			-
Operating lease liabilities, less current portion		23,222			92,195
Total liabilities		6,556,612			820,426

Commitments and contingencies

Stockholders’ Equity
Preferred Stock - $0.0001 par value; 5,000,000 authorized shares; 500,000 shares issued and outstanding and 500,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		50			50
Common Stock- $0.0001 par value; 200,000,000 authorized shares; 108,893,460 shares issued and outstanding and 9,000,000 shares issuable and 104,893,504 shares issued and outstanding and 11,910,000 shares issuable at June 30, 2022 and December 31, 2021, respectively		11,789			11,680
Additional paid-in-capital		4,954,767			1,837,094
Retained earnings		(5,723,881	)		4,664
Total stockholders’ equity		(757,275	)		1,853,488

Total liabilities and stockholders’ equity	$	5,799,337		$	2,673,914

	For the three months			For the six months
	ended June 30,			ended June 30,
	2022			2022

Sales
Net sales	$	13,374,528		$	21,694,584
Rentals		5,000			5,000
Total net sales		13,379,528			21,699,584

Cost of sales
Cost of sales		4,683,631			6,861,584
Cost of sales - other		358			358
Depreciation		3,613			3,613
Total cost of sales		4,687,602			6,865,555

Gross profit		8,691,926			14,834,029

Operating expenses:
General and administrative		1,182,811			1,577,299
Advertising and marketing		12,012,857			17,256,535
Stock compensation for services		1,117,782			1,117,782
Royalty fees		232,121			232,121
Professional fees		180,271			180,271
General and administrative expenses - other		18,645			18,645
Consulting fees, related party		32,500			32,500
Rent		37,136			80,393
Payroll and payroll taxes		63,249			133,671
Total operating expenses		14,877,372			20,629,217

Loss from operations		(6,185,446	)		(5,795,188	)

Other income (expense)
Interest expense		(13,108	)		(13,108	)
Other income		57,756			57,756
Gain on disposal of assets		28,397			28,397
Total other income (expense), net		73,045			73,045

Loss before income taxes		(6,112,401	)		(5,722,143	)

Income tax provision		(75,552	)		6,402

Net loss	$	(6,036,849	)	$	(5,728,545	)

Net loss per common share - basic and diluted	$	(0.11	)	$	(0.18	)

Weighted average number of common shares		54,960,142			32,081,427

									Common Stock						Additional					Total
	Preferred Stock				Common Stock				Issuable						Pain-In		Retained			Stockholder’s
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Earnings			Equity

Balance at March 31, 2022 (unaudited)		500,000	$	50		104,893,504	$	10,489		11,910,000		$	1,191		$	1,837,094	$	312,968		$	2,161,792

Issuance of common stock		-		-		2,910,000		291		(2,910,000	)		(291	)		2,000,000		-			2,000,000

Issuance of common stock for services		-		-		1,089,956		109		-			-			1,117,673		-			1,117,782

Net loss		-		-		-		-		-			-			-		(6,036,849	)		(6,036,849	)

Balance at June 30, 2022 (unaudited)		500,000	$	50		108,893,460		10,889		9,000,000			900		$	4,954,767	$	(5,723,881	)	$	(757,275	)

	June 30,			December 31,
Assets	2021			2020
Current assets	(Unaudited)			(Audited)
Cash	$	35,089		$	69,065
Due from other		4,850			0—
Net property on operating lease		112,895			0—
Deposits		0—			10,000
Total current assets		152,834			79,065
Equipment
Equipment, net of accumulated depreciation, $13,563 and
$35,291, respectively		72,405			167,672

Total assets	$	225,239		$	246,737

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	75,196		$	17,126
Deferred revenue		9,000			0—
Note payable		35,000			0—
Note payable, related party		30,000			0—
Total current liabilities		149,196			17,126
Total liabilities		149,196			17,126

Commitments and Contingencies		0—			0—

Stockholders' Equity
Preferred shares, $0.0001 par value, 5,000,000 shares authorized;
Class A Convertible, deemed par value $0.04 per share; 500,000
shares issued and outstanding at June 30, 2021 and
December 31, 2020		50			50
Common shares, $0.0001 par value, 200,000,000 shares authorized;
10,803,504 and 10,753,504 shares issued and outstanding,
respectively at June 30, 2021 and December 31, 2020		1,080			1,075
Additional paid in capital		35,749,833			35,672,338
Retained (deficit)		(35,674,920	)		(35,443,852	)
Total stockholders' equity		76,043			229,611

Total liabilities and stockholders' equity	$	225,239		$	246,737

	Three Months Ended June 30,
	2021			2020
Revenues
Sales	$	125,870		$	0—
Rentals		29,000			0—
Total revenues		154,870			0—

Cost of sales
Purchases		113,335			0—
Cost of sales - other		4,916			4,664
Depreciation - rental		2,895			0—
Depreciation		3,760			8,449
Total cost of sales		124,906			13,113

Gross profit		29,964			(13,113	)

Operating expenses
Consulting fees, related party		92,500			12,500
General and administrative expenses - other		4,870			6,244
Professional fees		23,008			16,237
Total operating expenses		120,378			34,981

Loss from operations		(90,414	)		(48,094	)

Other (expense)
Interest expense, related party		(745	)		0—
Interest expense		(869	)		(251	)
Total other (expense)		(1,614	)		(251	)

Loss before income taxes		(92,028	)		(48,345	)

Income taxes		0—			0—

Net loss	$	(92,028	)	$	(48,345	)

Net loss per common share - basic and diluted		0*			0*

Weighted average number of common shares		10,778,229			8,936,186

* Net loss is less than $0.01 per share.

	Six Months Ended June 30,
	2021			2020
Revenues
Sales	$	125,870		$	0—
Rental		29,000			0—
Total revenues		154,870			0—

Cost of sales
Purchases		113,335			0—
Cost of sales - other		14,029			11,058
Depreciation - rental		2,895			0—
Depreciation		7,520			16,898
Total cost of sales		137,779			27,956

Gross profit		17,091			(27,956	)

Operating expenses
Consulting fees, related party		97,500			39,500
Consulting fees		0—			10,500
General and administrative expenses - other		11,248			16,379
Professional fees		64,198			57,015
Total operating expenses		172,946			123,394

Loss from operations		(155,855	)		(151,350	)

Other (expense)
Interest expense, related party		(1,000	)		0—
Interest expense		(1,167	)		(251	)
(Loss) on disposal of assets		(73,046	)		0—
Total other (expense)		(75,213	)		(251	)

Loss before income taxes		(231,068	)		(151,601	)

Income taxes		0—			0—

Net loss	$	(231,068	)	$	(151,601	)

Net loss per common share - basic and diluted	$	(0.02	)	$	(0.02	)

Weighted average number of common shares		10,765,935			8,706,846

	For the six months
	ended June 30,
	2022

Cash flows from operating activities:
Net loss	$	(5,728,545	)

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		3,613
Common stock issued for professional fees		1,117,782
Changes in assets and liabilities:
Accounts receivables, net		50,480
Holdback receivables		(1,338,956	)
Inventories, net		(73,909	)
Other assets		(91,278	)
Accounts payable and accrued expenses		1,264,794
Refunds payable		108,863
Royalty payable		232,121
Chargebacks payable		105,524
Net cash used in operating activities		(4,349,511	)

Cash flows from investing activities:
Proceeds from disposition of asset		28,397
Net cash provided by financing activities		28,397

Cash flows from financing activities:
Proceeds from borrowings from related parties		317,610
Proceeds from borrowings from shareholder		3,672,028
Proceeds from borrowing		35,000
Proceeds from issuance of common stock		2,000,000
Net cash provided by financing activities		6,024,638

Net increase in cash		1,703,524

Cash – beginning of period		78,856

Cash – end of period	$	1,782,380

Supplemental disclosures of cash flow information
Cash paid during the periods for:
Interest	$	833
Income taxes	$	-

	Class A Convertible Preferred $0.0001 Par Value				Common Shares $0.0001 Par Value				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Equity
BALANCES, December 31, 2020		500,000	$	50		10,753,504	$	1,075	$	35,672,338	$	(35,443,852	)	$	229,611
Issuance of shares for services		—		—		50,000		5		77,495		—			77,500
Net loss for the period		—		—		—		—		—		(231,068	)		(231,068	)
BALANCES, June 30, 2021		500,000	$	50		10,803,504	$	1,080	$	35,749,833	$	(35,674,920	)	$	76,043

For the six months ended June 30,	2022
Operating lease expense	$	69,054
Total lease expense	$	69,054

For the six months ended June 30,	2022
Operating cash flows from operating leases	$	67,890
Cash paid for amounts included in the measurement of lease liabilities	$	67,890

Weighted-average remaining lease term—operating leases		1.7 Years
Weighted-average discount rate—operating leases		3	%

	Operating
Year ending:	Lease
2022 (remaining six months)	$	69,248
2023		93,236
2024		-
2025		-
2026		-
Total undiscounted cash flows	$	162,484

Reconciliation of lease liabilities:
Weighted-average remaining lease terms		1.7 Years
Weighted-average discount rate		3	%
Present values	$	159,467

Lease liabilities—current		136,245
Lease liabilities—long-term		23,222
Lease liabilities—total	$	159,467

Difference between undiscounted and discounted cash flows	$	3,017

For the years ended	Amount
2022 (remaining six months)	$	35,000
2023		-
2024		-
2025		-
2026		-
Thereafter		-

Total	$	35,000

	December 31, 2021
	Issued		Issuable		Total

Common stock – Limitless X Inc. – as original		48,500,000		1,500,000		50,000,000
Common stock split (1 to 1.94) – Limitless X Inc.		45,590,000		1,410,000		47,000,000
Common stock issuable (additional stock split) – Limitless X Inc.		-		9,000,000		9,000,000
Common stock (Bio Lab) – prior to reverse merger		10,803,504		-		10,803,504

Total as of December 31, 2021 – as retrospectively restated		104,893,504		11,910,000		116,803,504

3^rd Quarter 2021	Marketing and Operations	$	50,041

4^th Quarter 2021	Marketing and Operations	$	18,559

1^st Quarter 2021	Marketing and Operations	$	70,290

2^nd Quarter 2022	Marketing and Operations	$	90,523

31.1		Certification of Chief Executive Officer Pursuant to Rule ~~13a–14(a)~~13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	~~Inline~~	XBRL Taxonomy Extension Schema Document
101.CAL	~~Inline~~	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	~~Inline~~	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	~~Inline~~	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	~~Inline~~	XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

	~~BIO LAB NATURALS,~~LIMITLESS X HOLDINGS INC.
	(Registrant)

Dated: ~~July 30, 2021~~August 15, 2022	By:	/s/ ~~Edward Nichols~~Jaspreet Mathur
		~~W. Edward Nichols~~Jaspreet Mathur
		(Chief Executive Officer, Principal Executive
		Officer)

Dated: ~~July 30, 2021~~August 15, 2022	By:	/s/ ~~Darrell Avey~~Benjamin Chung
		~~Darrell Avey~~Benjamin Chung
		(Chief Financial Officer, Principal Accounting
		Officer)